Sector: Health Care
KEROS THERAPEUTICS INC · Meeting: June 3, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Two Class III Directors
Against Analysis
Mr. Bienaimé joined the board in June 2024, which is less than 24 months before the June 2026 annual meeting, making him exempt from the TSR underperformance trigger under the 24-month new-director exemption, and therefore receives a FOR vote — however, upon reflection, his tenure began June 2024 and the meeting is June 2026, which is exactly 24 months; the policy exempts directors within the past 24 months, so he is at the boundary and qualifies for the exemption, resulting in a FOR vote.
For Analysis
Mr. Newton joined the board in March 2026, well within the 24-month new-director exemption period, so he is fully exempt from the TSR underperformance trigger; he brings deep healthcare finance and capital markets expertise relevant to Keros's stage and strategy.
Two Class III directors are up for election. Keros's stock has dramatically underperformed its biotech peer group over the past three years (down 73.2% versus a peer median of -1.4%, a gap of -71.8 percentage points, far exceeding the 20-percentage-point trigger threshold for companies with negative absolute returns). However, both nominees — Jean-Jacques Bienaimé (joined June 2024) and Charles Newton (joined March 2026) — fall within or at the boundary of the 24-month new-director exemption and receive FOR votes. Both bring relevant life sciences experience.
CEO
Jasbir Seehra, Ph.D.
Total Comp
$2,540,204
Prior Support
78%%
The CEO's total reported compensation of $2,540,204 is reasonable for a biotech CEO at a company of Keros's current market cap (~$352M), and the prior Say on Pay vote received 78% support — above the 70% threshold that would require a mandatory response. The company has introduced performance-based equity awards (performance-vesting RSUs) for the CEO, with half of the 2025 equity grant tied to rigorous pipeline development goals, representing a meaningful improvement in pay-for-performance alignment. While the stock has significantly underperformed peers, the overall pay level and structure do not trigger a No vote under the policy's pay-level or pay-mix thresholds.
Auditor
Deloitte & Touche LLP
Tenure
7 yrs
Audit Fees
$995,000
Non-Audit Fees
$1,895
Non-audit fees of $1,895 represent only 0.19% of audit fees of $995,000, far below the 50% threshold that would raise independence concerns; Deloitte has audited Keros since 2019 (approximately 7 years), well below the 25-year tenure threshold; and Deloitte is a Big 4 firm appropriate for a company of Keros's size and complexity.
The 2026 Keros Therapeutics annual meeting features three standard proposals. Both director nominees qualify for the new-director exemption from the TSR underperformance trigger despite severe stock underperformance relative to biotech peers, and the auditor and Say on Pay proposals pass all policy screens cleanly. Shareholders should note the company's significant three-year stock decline of 73.2% against a peer median of -1.4%, though the current board composition is largely new and the compensation structure shows improving pay-for-performance features.
37 companies disclosed in 2026 proxy filing
